Common use of Company's Right to Contest Excise Tax Clause in Contracts

Company's Right to Contest Excise Tax. Executive agrees to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive agrees to: 7.3.1 give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 permit the Company to participate in any proceedings relating to such claim. Without limitation on the foregoing provisions of this Section 7.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an after-tax and interest-free basis (the "Advance"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify Executive in writing of its desire to contest the claim, the Company shall pay to Executive an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive Employee agrees to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive Employee gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive Employee in writing prior to the expiration of such period that it desires to contest such claim, Executive Employee agrees to: 7.3.1 (i) give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 (iii) cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 (iv) permit the Company to participate in any proceedings relating to such claim. Without limitation on the foregoing provisions of this Section 7.324(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct Executive Employee to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible manner, and Executive Xxployee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive Employee to pay such claim and xxx sue for a refund, the Company shall advance the amount of such payment paymexx to ExecutiveEmployee, on an after-tax and interest-free basis (the "Advance"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify Executive Employee in writing of its desire to contest the claim, the Company shall pay to Executive Employee an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive Employee agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive agrees You agree to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is you are informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive You shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive you in writing prior to the expiration of such period that it desires to contest such claim, Executive agrees you agree to: 7.3.1 (a) give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 , (b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 (c) cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 (d) permit the Company to participate in any proceedings relating to such claim. Without limitation on the foregoing provisions of this Section 7.34.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct Executive you to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive you to pay such claim and xxx for a refund, the Company shall advance reimburse the amount of such payment to Executiveyou, on an after-tax and interest-free basis (the "AdvanceReimbursement"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify Executive you in writing of its desire to contest the claim, the Company shall pay to Executive you an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive agrees you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive agrees You agree to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is you are informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive You shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive you in writing prior to the expiration of such period that it desires to contest such claim, Executive agrees you agree to: 7.3.1 : give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 , take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 ; cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 and -6- permit the Company to participate in any proceedings relating to such claim. Without limitation on the foregoing provisions of this Section 7.34.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct Executive you to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive you to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executiveyou, on an after-tax and interest-free basis (the "Advance"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify Executive you in writing of its desire to contest the claim, the Company shall pay to Executive you an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive agrees you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive agrees You agree to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is you are informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive You shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive you in writing prior to the expiration of such period that it desires to contest such claim, Executive agrees you agree to: 7.3.1 (a) give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 (b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 (c) cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 (d) permit the Company to participate in any proceedings relating to such claim. Without limitation on the foregoing provisions of this Section 7.34.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct Executive you to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive you to pay such claim and xxx for a refund, the Company shall advance reimburse the amount of such payment to Executiveyou, on an after-tax and interest-free basis (the "Advance"“Reimbursement”). The Company's ’s control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify Executive you in writing of its desire to contest the claim, the Company shall pay to Executive you an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive agrees you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive MWW agrees to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive MWW is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive MWW shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive MWW gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive MWW in writing prior to the expiration of such period that it desires to contest such claim, Executive MWW agrees to: 7.3.1 (a) give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 (b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 (c) cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 (d) permit the Company to participate in any proceedings relating to such claim. Without limitation on the foregoing provisions of this Section 7.34.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct Executive MWW to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and Executive MWW agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive MWW to pay such claim and xxx sxx for a refund, the Company shall advance reimburse the amount of such payment to ExecutiveMWW, on an after-tax and interest-free basis (the "Advance"“Reimbursement”). The Company's ’s control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive MWW shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify Executive MWW in writing of its desire to contest the claim, the Company shall pay to Executive MWW an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive MWW agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive agrees to ------------------------------------- notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive agrees to: 7.3.1 (i) give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 (iii) cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company agrees to bear and pay directly all costs -------- and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.36.7(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest- free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and interest-free basis (further provided that any extension of the "Advance")statute of limitations relating to payment of taxes for Executive's taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's Furthermore, the Company control of the contest related to the claim shall be limited to the issues related with respect to the Gross-which a Gross- Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If the Company does not timely notify Executive in writing of its desire to contest the claim, the Company shall pay to Executive an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive agrees to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive agrees to: 7.3.1 (i) give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 (iii) cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 (iv) permit the Company to participate in any proceedings relating to such claim. Without limitation on the foregoing provisions of this Section 7.311(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx sxx for a refund, the Company shall advance reimburse the amount of such payment to Executive, on an after-tax and interest-free basis (the "Advance"“Reimbursement”). The Company's ’s control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify Executive in writing of its desire to contest the claim, the Company shall pay to Executive an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive agrees to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) -day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive agrees to: 7.3.1 (i) give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 (iii) cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company agrees to bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7.3subsection (d), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an after-tax and interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the "Advance")statute of limitations relating to payment of taxes for Executive's taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Company's Furthermore, the Company control of the contest related to the claim shall be limited to the issues related with respect to the which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. If the Company does not timely notify Executive in writing of its desire to contest the claim, the Company shall pay to Executive an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive MWW agrees to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive MWW is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive MWW shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive MWW gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive MWW in writing prior to the expiration of such period that it desires to contest such claim, Executive MWW agrees to: 7.3.1 (a) give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 , (b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 (c) cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 (d) permit the Company to participate in any proceedings relating to such claim. Without limitation on the foregoing provisions of this Section 7.34.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct Executive MWW to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive MWW agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive MWW to pay such claim and xxx for a refund, the Company shall advance reimburse the amount of such payment to ExecutiveMWW, on an after-tax and interest-free basis (the "AdvanceReimbursement"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive MWW shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify Executive MWW in writing of its desire to contest the claim, the Company shall pay to Executive MWW an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive MWW agrees to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.

Company's Right to Contest Excise Tax. Executive agrees You agree to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is you are informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive You shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which Executive gives you give such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive you in writing prior to the expiration of such period that it desires to contest such claim, Executive agrees you agree to: 7.3.1 : give the Company any information reasonably requested by the Company relating to such claim, 7.3.2 , take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; 7.3.3 ; cooperate with the Company in good faith in order to effectively contest such claim, and 7.3.4 and permit the Company to participate in any proceedings relating to such claim. -6- Without limitation on the foregoing provisions of this Section 7.34.3, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearing and conferences with the taxing authority in respect of such claim. The Company may, at its sole option, either direct Executive you to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Executive agrees you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive you to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executiveyou, on an after-tax and interest-free basis (the "Advance"). The Company's control of the contest related to the claim shall be limited to the issues related to the Gross-Up Payment and Executive you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority. If the Company does not timely notify Executive you in writing of its desire to contest the claim, the Company shall pay to Executive you an additional Gross-Up Payment in respect of the excess parachute payments that are the subject of the claim, and Executive agrees you agree to pay the amount of the Excise Tax that is the subject of the claim to the applicable taxing authority in accordance with applicable law.